Exhibit 4.2


 


EXECUTION VERSION


 


 


5.000%
Senior Unsecured Notes due 2018


 


CIT GROUP INC.,

as Issuer,


 


and


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,


 


and


 


DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Paying Agent, Security Registrar and Authenticating Agent


 




 



 


SIXTH SUPPLEMENTAL INDENTURE

 




 



 


Dated as of December 23, 2016


 



    	 



    		 



    


TABLE OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE 1
	 
	DEFINITIONS
	 
	Section 1.1	Relation to Base Indenture	2
	Section 1.2	Definition of Terms	2
	 	 	 
	ARTICLE 2
	 
	GENERAL TERMS AND CONDITIONS OF THE NOTES
	 
	Section 2.1	Designation and Principal Amount	7
	Section 2.2	Maturity	8
	Section 2.3	Form, Payment and Appointment	8
	Section 2.4	Global Notes	8
	Section 2.5	Interest	9
	 	 	 
	ARTICLE 3
	 
	REDEMPTION AND REPURCHASE OF THE NOTES
	 
	Section 3.1	No Sinking Fund or Repayment at Option of the Holder	10
	Section 3.2	Optional Redemption	11
	Section 3.3	Offer to Repurchase Upon Change of Control Triggering Event	11
	Section 3.4	Effect of Redemption	13
	Section 3.5	Redemption Procedures	13
	Section 3.6	No Other Redemption	13
	 	 	 
	ARTICLE 4
	 
	FORM OF NOTE
	 
	Section 4.1	Form of Note	14
	 	 	 
	ARTICLE 5
	 
	COVENANTS
	 
	Section 5.1	Reports	14







    	 



    	



    


	 	 	Page
	 	 	 
	ARTICLE 6
	 
	ADDITIONAL PROVISIONS
	 
	Section 6.1	Additional Events of Default	16
	Section 6.2	Additional Covenant Defeasance	16
	Section 6.3	Additional Amendments and Waivers	16
	 	 	 
	ARTICLE 7
	 
	MISCELLANEOUS
	 
	Section 7.1	Ratification of Indenture	17
	Section 7.2	No Personal Liability of Directors, Officers, Employees and Stockholders	17
	Section 7.3	Trustee and Agent Not Responsible for Recitals	17
	Section 7.4	New York Law To Govern	17
	Section 7.5	Separability	17
	Section 7.6	Counterparts	18








    	 



    	



    


THIS SIXTH SUPPLEMENTAL INDENTURE, dated
as of December 23, 2016 (the “Supplemental Indenture”), among CIT Group Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”), Wilmington Trust, National Association, as
trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent, security registrar and authenticating
agent (the “Agent”), amending and supplementing the Indenture, dated as of March 15, 2012 among the Company,
the Trustee and the Agent, governing the issuance of debt securities (the “Base Indenture”). The Base Indenture,
as amended and supplemented by the Supplemental Indenture, shall be referred to herein as the “Indenture.”


 


RECITALS


 


WHEREAS, the Company has offered, upon the
terms and subject to the conditions set forth in the offering memorandum and the accompanying letter of transmittal, each dated
December 8, 2016, to exchange (the “Exchange Offer”) any and all of its outstanding 5.000% Senior Unsecured
Notes due 2017 (“Old Notes”) for a new series of Securities to be known as its 5.000% Senior Unsecured Notes
due 2018 (the “Notes”);


 


WHEREAS, pursuant to the Exchange Offer,
the Company will issue Notes in exchange for Old Notes accepted in the Exchange Offer on the Early Settlement Date, if such Old
Notes were validly tendered prior to the Early Deadline, and on the Final Settlement Date, if such Old Notes were validly tendered
after the Early Deadline but prior to the Expiration Time;


 


WHEREAS, the Company has executed and delivered
the Base Indenture to the Trustee and the Agent to provide for the future issuance of the Company’s debt securities or other
evidence of Indebtedness, to be issued from time to time in one or more series as might be determined by the Company under the
Base Indenture;


 


WHEREAS, Section 9.3(8) of the Base Indenture
provides for the Company and the Trustee to enter into an indenture supplemental to the Base Indenture to establish the forms or
terms of Securities of any series as permitted by Section 2.1 and Section 3.1 of the Base Indenture;


 


WHEREAS, pursuant to Section 3.1 of the Base
Indenture, the Company wishes to provide for the issuance of the Notes and the form, terms, provisions and conditions thereof to
be set forth as provided in this Supplemental Indenture; and


 


WHEREAS, the Company has requested that the
Trustee and the Agent execute and deliver this Supplemental Indenture, and all requirements necessary to make this Supplemental
Indenture a valid, binding and enforceable instrument in accordance with its terms, and to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee and the Agent, and the payment by the purchaser thereof of the agreed upon
consideration therefor, the valid, binding and enforceable Obligations of the Company, have been done and performed, and the execution
and delivery of this Supplemental Indenture have been duly authorized in all respects.


 


NOW, THEREFORE, in consideration of the covenants
and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



    	 



    		 



    


ARTICLE 1



DEFINITIONS


 


Section 1.1Relation to Base Indenture.


 


This Supplemental Indenture constitutes an
integral part of the Base Indenture, and supplements and amends the Base Indenture solely with respect to the Notes.


 


Section 1.2Definition of Terms.


 


For all purposes of this Supplemental Indenture:


 


(a)a term not defined herein
that is defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;


 


(b)the definition of any term
in this Supplemental Indenture that is also defined in the Base Indenture shall supersede the definition of such term in the Base
Indenture;


 


(c)a term defined anywhere in
this Supplemental Indenture has the same meaning throughout;


 


(d)the singular includes the
plural and vice versa and use of any gender includes each other gender;


 


(e)headings are for convenience
of reference only and do not affect interpretation; and


 


(f)the following terms have
the meanings given to them in this Section 1.2:


 


“Additional Notes” means
additional Notes (other than the Initial Notes), including any Notes issued on the Final Settlement Date, issued under this Indenture
in accordance with Section 3.12 of the Base Indenture, as part of the same series as the Initial Notes.


 


“Alternate Offer” has
the meaning assigned to that term set forth in Section 3.3.


 


“Beneficial Owner” has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person”
shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion
or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.
The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.



    	-2-



    		 



    


“Change of Control” means
the occurrence of any of the following:


 


(1)any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the Beneficial Owner
of more than 50% of the total outstanding Voting Stock (measured by voting power rather than the number of shares) of the Company,
other than in any such transaction where:


 


(A)the Voting Stock (as defined
herein) of the Company outstanding immediately prior to such transaction is changed into or exchanged for Voting Stock of another
Person (the “Permitted Parent”) constituting a majority of the outstanding Voting Stock (measured by
voting power rather than the number of shares) of the Permitted Parent (immediately after giving effect to such issuance); and


 


(B)immediately after such transaction,
no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is the
Beneficial Owner of more than 50% of the total outstanding Voting Stock (measured by voting power rather than the number of shares)
of the Permitted Parent; or


 


(2)the Company sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, other than any such transaction
where:


 


(A)the Voting Stock of the Company
outstanding immediately prior to such transaction is changed into or exchanged for Voting Stock of the transferee Person (the “Transferee”)
constituting a majority of the outstanding shares of the outstanding Voting Stock (measured by voting power rather than
the number of shares) of the Transferee (immediately after giving effect to such issuance); and


 


(B)immediately after such transaction,
no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), is the
Beneficial Owner of more than 50% of the total outstanding Voting Stock (measured by voting power rather than the number of shares)
of the Transferee.


 


Following any transaction described in clause (1)(A), the Permitted
Parent shall be substituted for the Company in this definition and the definition of “Trigger Period,” and following
any transaction described in clause (2)(A), the Transferee shall be substituted for the Company in this definition and the definition
of “Trigger Period.”


 


“Change of Control Offer”
has the meaning assigned to that term in Section 3.3 hereof.


 


“Change of Control Payment”
has the meaning assigned to that term in Section 3.3 hereof.


 


“Change of Control Payment Date”
has the meaning assigned to that term in Section 3.3 hereof. 




    	-3-



    		 



    

“Change of Control Triggering Event”
means the occurrence of both (i) a Change of Control and (ii) a Ratings Downgrade Event.


 


“Comparable Treasury Issue”
means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes; provided,
however, that if no maturity is within three months before or after the maturity date for such Notes, yields for the two
published maturities most closely corresponding to such United States Treasury security will be determined and the treasury rate
will be interpolated or extrapolated from those yields on a straight line basis rounding to the nearest month.


 


“Comparable Treasury Price”
means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest Reference Treasury Dealer Quotations, or (b) if the Independent Investment Banker obtains
fewer than four Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Coupon Rate” has the
meaning set forth in Section 2.5(a) hereof.


 


“Custodian” means, with
respect to any Global Note, the Security Registrar, as custodian for DTC with respect to such Global Note.


 


“DTC” has the meaning
set forth in Section 2.3(d) hereof.


 


“Early Deadline” means
5:00 p.m., New York City time, on December 21, 2016.


 


“Early Settlement Date”
means the date promptly after the Early Deadline on which Notes will be issued in exchange for Old Notes validly tendered prior
to the Early Deadline and accepted in the Exchange Offer.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“Exchange Offer” has the
meaning in the recitals hereof.


 


“Expiration Time” means
11:59 p.m., New York City time, on January 6, 2017, as may be extended by the Company.


 


“Final Settlement Date”
means date promptly after the Expiration Time on which Notes will be issued in exchange for Old Notes validly tendered after the
Early Deadline and prior to the Expiration Time and accepted in the Exchange Offer.


 


“Global Notes” has the
meaning set forth in Section 2.4 hereof.


 


“Guarantee” means, with
respect to any Person, any Obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness or other Obligation of any other Person in any manner, whether directly or indirectly, and including



    	-4-



    		 



    

any Obligation of the guarantor, direct or
indirect, that is (1) an Obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee
that the Obligation of the obligor thereof shall be paid or discharged, or any agreement relating thereto shall be complied with,
or the holders thereof shall be protected (in whole or in part) against loss in respect thereof; or (2) a liability of such Person
for an Obligation of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such
Obligation or any security therefor, or to provide funds for the payment or discharge of such Obligation (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item,
level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this
clause (2), the primary purpose or intent thereof is as described in clause (1) above. The verb “Guarantee” shall have
a correlative meaning.


 


“Independent Investment Banker”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated (and its respective successors) or, if any such firm is not willing
and able to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing
appointed by the Company and reasonably acceptable to the Trustee.


 


“Initial Notes” means
$955,901,000 aggregate principal amount of the Notes issued on the Issue Date.


 


“Interest Payment Date”
has the meaning set forth in Section 2.5(a) hereof.


 


“Investment Grade Rating”
means a rating from Moody’s of Baa3 or higher (or its equivalent under any successor rating category of Moody’s) and
a rating from S&P of BBB- or higher (or its equivalent under any successor rating category of S&P), in each case with a
stable outlook, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected
by the Company under the circumstances permitting the Company to select a replacement agency and in the manner for selecting a
replacement agency, in each case as set forth in the definition of “Rating Agency.”


 


“Issue Date” means the
date of this Supplemental Indenture.


 


“Maturity Date” means
May 15, 2018.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“Notes” means the Initial
Notes and any Additional Notes.


 


“Obligations” means any
principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to an obligor, would
have accrued on any obligation, whether or not a claim is allowed against such obligor for such interest in the related proceeding),
penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.


 


“Old Notes” has the meaning
in the recitals hereof.


 


“Parent” has the meaning
set forth in Section 5.1(c) hereof.



    	-5-



    		 



    

“Rating Agency” means
each of Moody’s and S&P; provided, that if Moody’s or S&P ceases to rate the Notes or fails to make
a rating of the Notes available, the Company shall use commercially reasonable efforts to appoint another “nationally recognized
statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act as a replacement for such Rating
Agency and following such appointment such replacement rating agency shall be substituted in this definition for the rating agency
that ceased to rate the Notes or failed to make a rating of the Notes available; provided that the Company shall give notice
of such appointment to the Trustee.


 


“Ratings Downgrade Event”
means, on any date during the Trigger Period (as defined herein), the Notes being downgraded by at least one modifier (a modifier
being plus, neutral or minus for S&P, 1, 2 or 3 for Moody’s and similar modifier by any other Rating Agency) by one of
the Rating Agencies from the rating on the Notes by such Rating Agency on the date prior to the first day of the Trigger Period;
provided that no Ratings Downgrade Event shall be deemed to occur if either (i) the rating on the Notes by each Rating Agency
that downgraded its rating is an Investment Grade Rating after such downgrade or (ii) in respect of a particular Change of Control,
if the Rating Agency or Agencies (as applicable) that downgraded the Notes announce or confirm or inform the Trustee in writing
that the reduction was not the result, in whole or in part, of any event or circumstance comprised of or arising as a result of,
or in respect of, the applicable Change of Control.


 


“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date for the Notes, an average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for the Notes to be redeemed (expressed in each
case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury
Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.


 


“Reference Treasury Dealers”
means Merrill Lynch, Pierce, Fenner & Smith Incorporated and up to three other primary U.S. government
securities dealers selected by the Company and, in each case, its successors; provided, however, that if any
of the foregoing shall resign as a Reference Treasury Dealer or cease to be a primary U.S. government
securities dealer, the Company will substitute therefor another primary U.S. government securities dealer.


 


“Regular Record Date”
means, with respect to a May 15 Interest Payment Date, the immediately preceding May 1, and with respect to a November 15 Interest
Payment Date, the immediately preceding November 1.


 


“Regulation S Permanent Global Note”
has the meaning in Section 2.6(b) hereto.


 


“Regulation S Temporary Global Note”
has the meaning in Section 2.6(a) hereto.


 


“Restricted Period” means
with respect to any Notes, the 40 consecutive day compliance period defined in Regulation S.


 


“Rule 144A” has the meaning
in Section 2.4 hereto.


 


“Rule 144A Global Notes”
has the meaning in Section 2.4 hereto.



    	-6-



    		 



    

“S&P” means Standard
& Poor’s Ratings Group, a division of The McGraw Hill Corporation.


 


“Treasury Yield” means,
with respect to any redemption date, (a) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for
the maturity corresponding to the Comparable Treasury Issue; or (b) if the release (or any successor release) is not published
during the week preceding the calculation date or does not contain these yields, the rate per annum equal to the semi−annual
equivalent yield to maturity (computed as of the third business day immediately preceding such redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the applicable Comparable Treasury Price for such redemption date.


 


“Trigger Period” means
the period commencing 1 day prior to the first public announcement by the Company of an arrangement that could result in a Change
of Control and ending 60 days following consummation of the Change of Control (which period will be extended following consummation
of a Change of Control for so long as the rating of the Notes is under announced consideration for possible downgrade by any of
the Rating Agencies as the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable Change of Control).


 


“U.S.” means the United
States of America (including the states thereof and the District of Columbia), its territories and possessions and other areas
subject to its jurisdiction.


 


“Voting Stock” of any
specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.


 


The terms “Company,” “Trustee,”
“Indenture” and “Base Indenture” shall have the respective meanings set forth in the paragraph
preceding the recitals to this Supplemental Indenture.


 


ARTICLE 2



GENERAL TERMS AND CONDITIONS OF THE NOTES


 


Section 2.1Designation and Principal
Amount.


 


There is hereby authorized a series of Securities
designated the “5.000% Senior Unsecured Notes due 2018” initially offered in the aggregate principal amount
of $955,901,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Notes pursuant to
Section 3.3 of the Base Indenture.



    	-7-



    		 



    

Section 2.2Maturity.


 


Unless earlier redeemed pursuant to Section
3.2 hereof, the date upon which the Notes shall become due and payable at final maturity, together with any accrued and unpaid
interest, is the Maturity Date.


 


Section 2.3Form, Payment and Appointment.


 


(a)Principal of, premium, if any, and
interest on the Notes shall be payable, the transfer of such Notes shall be registrable, and such Notes shall be exchangeable for
Notes of a like aggregate principal amount bearing identical terms and provisions, at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City of New York, which shall initially be the office of the Security Registrar;
provided, however, that (i) if a Holder (including a Depository) has given wire transfer instructions to the Company
on or before the Regular Record Date, then payment of principal, premium, if any, and interest on that Holder’s Notes shall
be paid in accordance with those instructions and (ii) if no such instructions have been given, then, at the option of the Company,
payments of principal, premium, if any, and interest may be made by check mailed to the Holder at such address as shall appear
in the Security Register. Principal, premium, if any, and interest shall be payable in Dollars.


 


(b)No service charge shall be made for
any registration of transfer or exchange of the Notes, but the Company may require payment from the Holder of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection therewith.


 


(c)The Paying Agent, Authenticating Agent
and Security Registrar for the Notes shall initially be Deutsche Bank Trust Company Americas.


 


(d)The Company initially appoints The
Depository Trust Company (“DTC”) to act as Depository with respect to the Global Notes. Deutsche Bank Trust
Company Americas shall act as Custodian with respect to the Global Notes.


 


(e)The Notes shall be issuable in the
denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


Section 2.4Global Notes.


 


The Notes initially shall be issued in permanent
global form as one or more Global Notes (collectively, the “Global Notes”). The Notes are being originally issued
in a transaction exempt from registration under Section 5 of the Securities Act. Notes issued to “qualified institutional
buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”)) shall be represented by one or
more Global Notes in fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”),
which shall be registered in the name of the Depositary or the nominee for the Depositary. Notes issued to persons outside the
United States, that are not “U.S. persons” in compliance with Regulation S under the Securities Act shall be represented
by Global Notes as provided in Section 2.6. Except as otherwise provided in the Indenture or this Section 2.4, Notes represented
by the Global Notes shall not be exchangeable for, and shall not otherwise be issuable as, Notes in certificated form. Unless and
until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part,



    	-8-



    		 



    

and any payments on the Notes shall be made,
only to the Depositary or a nominee of the Depositary, or to a successor Depositary selected or approved by the Company or to a
nominee of such successor Depositary.


 


Section 2.5Interest.


 


(a)The unpaid principal amount of the
Notes (including, for the avoidance of doubt, any Notes issued on the Final Settlement Date) shall bear interest at the rate of
5.000% per year (the “Coupon Rate”) from and including the Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for to, but excluding, the Maturity Date. Interest will be payable semiannually
in arrears on May 15 and November 15, commencing on May 15, 2017. Each such date on which interest is payable is an “Interest
Payment Date.”


 


(b)Interest shall be computed on the
basis of a 360-day year consisting of twelve 30-day months. In the event that any scheduled Interest Payment Date falls on a day
that is not a Business Day, then payment of interest payable on such Interest Payment Date shall be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect of any such delay).


 


(c)Interest shall be calculated by the
Paying Agent. The Paying Agent will provide to the Company the calculation of interest payable on an Interest Payment Date at least
5 Business Days prior to such Interest Payment Date.


 


(d)The Company shall deposit the funds
for any payment of interest with the Trustee or Paying Agent one Business Day prior to any Interest Payment Date.


 


Section 2.6Temporary Offshore Note.


 


(a)Notes sold pursuant to Regulation
S under the Securities Act initially shall be represented by one or more Global Notes in fully registered, global form without
interest coupons (collectively, the “Regulation S Temporary Global Note”), which shall be registered in the
name of the Depositary or the nominee for the Depositary for the accounts of designated agents holding on behalf of Euroclear or
Clearstream.


 


(b)Following the termination of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent
Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depositary.
Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note
may from time to time be increased or decreased by adjustments made on the records of the Security Registrar and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as provided herein.



    	-9-



    		 



    

Section 2.7Transfer and Exchange of
Global Notes.


 


(a)Subject to Section 2.7(b) and Section
2.7(c), a transferor of a beneficial interest in a Global Note to another Global Note shall deliver to the Trustee or the Security
Registrar, as applicable, a duly completed Assignment Form in the form attached to the Global Note, any applicable certifications
or opinions required by the Assignment Form. The Security Registrar shall, in accordance with such instructions, instruct the Depositary
to credit to the account of the person specified in such instructions a beneficial interest in the Global Note and to debit the
account of the person making the transfer of the beneficial interest in the Global Note being transferred. If the proposed transfer
is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Security Registrar
shall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest
is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Security Registrar
shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Note from which
such interest is being transferred. Any beneficial interest in one of the Global Notes that is transferred to a person who takes
delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and
will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and
other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest.


 


(b)Prior to the expiration of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Rule 144A
Global Note only if (1) such exchange occurs in connection with a transfer of the Notes pursuant to Rule 144A and (2) the transferor
first delivers to the Trustee or the Security Registrar, as applicable, a duly completed Assignment Form in the form attached to
the Global Note and any applicable certifications or opinions required by the Assignment Form.


 


(c)Beneficial interests in a Rule 144A
Global Note may be transferred to a person who takes delivery in the form of a Regulation S Temporary Global Note or Regulation
S Permanent Global Note, only if the transferor first delivers to the Trustee or the Security Registrar, as applicable, a duly
completed Assignment Form in the form attached to the Global Note and any applicable certifications or opinions required by the
Assignment Form to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 of the Securities
Act, and if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately
thereafter through Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme.


 


ARTICLE 3



REDEMPTION AND REPURCHASE OF THE NOTES


 


Section 3.1No Sinking Fund or Repayment
at Option of the Holder.


 


The Notes are not entitled to the benefit
of any sinking fund and are not subject to redemption at the option of the Holders. Articles 12 and 13 of the Base Indenture shall
not apply to the Notes.



    	-10-



    		 



    

Section 3.2Optional Redemption.


 


(a)At any time prior to May 15, 2017,
the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice to each holder of Notes, at a redemption price equal to the greater of:


 


(1)100.50% of the aggregate
principal amount of the Notes redeemed, and


 


(2)the sum of the present values
of (a) the redemption price of 100.50% of the aggregate principal amount of the Notes that would be payable if the Notes were redeemed
on May 15, 2017 and (b) all required interest payments due on such Notes through May 15, 2017 (exclusive of interest accrued to
the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Yield plus 50 basis points;


 


plus, in either case, accrued and unpaid interest,
to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on
a relevant Interest Payment Date.


 


(b)At any time on or after May 15, 2017,
the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice to each holder of Notes, at a redemption price equal to 100.50% of the aggregate principal amount of Notes redeemed, plus
accrued and unpaid interest, to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date
to receive interest due on a relevant Interest Payment Date.


 


(c)If less than all of the Notes are
to be redeemed at any time, the Notes shall be redeemed on a pro rata basis in accordance with Section 11.3 of the Base
Indenture.


 


(d)Any redemption of Notes pursuant to
this Section 3.2 that is in part processed through DTC shall be treated in accordance with the rules and procedures of DTC as a
“Pro Rata Pass-Through Distribution of Principal” (as defined under such rules and procedures). Except to the extent
modified by this Supplemental Indenture, the provisions of Article 11 of the Base Indenture shall apply to redemptions of Notes
pursuant to this Section 3.2.


 


(e)In addition to the Company’s
right to redeem Notes as set forth above in this Section 3.2, the Company may at any time and from time to time purchase Notes
in open market transactions, tender offers or otherwise.


 


Section 3.3Offer to Repurchase Upon
Change of Control Triggering Event.


 


(a)Upon the occurrence of a Change of
Control Triggering Event, the Company will be obligated to make an offer to purchase (a “Change of Control Offer”)
and each Holder of Notes will have the right to require the Company to purchase all or any part (equal to $2,000 in principal amount
or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in this Indenture. In
the Change of Control Offer, the Company will offer a Change of Control payment in cash equal to 101% of the aggregate principal
amount of Notes purchased plus accrued and unpaid interest on the Notes purchased to the date of purchase, sub-



    	-11-



    		 



    

ject to the rights of Holders of Notes on
the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment”).


 


Within 30 days following the date upon which
the Change of Control Triggering Event occurred, or at the Company’s option, prior to any Change of Control but after the
public announcement of the pending Change of Control and conditional upon a Change of Control Triggering Event occurring, the Company
will mail, by first class mail, a notice to each Holder of Notes, with a copy to the Trustee, describing the transaction or transactions
that constitute the Change of Control and offering to repurchase Notes on the Change of Control payment date specified in the notice
(the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days
from the date such notice is mailed, other than as required by law, pursuant to the procedures required by this Indenture and described
in such notice. The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of
Control Offer is conditioned on the consummation of the Change of Control on or prior to the Change of Control Payment Date.


 


(b)On the Change of Control Payment Date,
the Company shall, to the extent lawful:


 


(i)accept for payment all
Notes or portions of Notes properly tendered and not withdrawn pursuant to the Change of Control Offer;


 


(ii)deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered and not withdrawn
pursuant to the Change of Control Offer; and


 


(iii)deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being purchased by the Company.


 


(c)The Paying Agent shall promptly mail
to each Holder of Notes properly tendered pursuant to the Change of Control Offer the Change of Control Payment for such Notes,
and the Authenticating Agent shall promptly authenticate and mail, or cause to be transferred by book entry, to each such Holder
a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that the new
Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce
the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date.


 


(d)The Change of Control provisions described
in this Section 3.3 shall be applicable whether or not any other provisions of this Indenture are applicable, except in any case
in which the provisions of Section 4.2 of the Base Indenture are applicable. The Company shall comply with the requirements of
Section 14e-1 of the Exchange Act and any other securities laws or regulations to the extent those laws and regulations are applicable
to the purchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities
laws or regulations conflict with the Change of Control provisions of this Section 3.3, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.3 by virtue of such
compliance.



    	-12-



    		 



    

(e)The Company shall not be required
to make a Change of Control Offer upon a Change of Control Triggering Event if (1) a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change
of Control Offer made by the Company and purchases all Notes validly and properly tendered and not withdrawn pursuant to the Change
of Control Offer, (2) the Company has given notice to redeem all Notes in accordance with the redemption provisions of Section
3.2 hereof unless and until there is a default in payment of the applicable Redemption Price or (3) in connection with or in contemplation
of any Change of Control for which a definitive agreement is in place, the Company or a third party has made an offer to purchase
(an “Alternate Offer”) any and all Notes validly and properly tendered at a cash price equal to or higher than
the Change of Control Payment and has purchased all Notes validly and properly tendered and not withdrawn in accordance with the
terms of such Alternate Offer.


 


Section 3.4Effect of Redemption.


 


Unless the Company defaults in the payment
of the Redemption Price, on and after the Redemption Date, (a) interest shall cease to accrue on the Notes immediately prior to
the close of business on the Redemption Date, (b) the Notes shall become due and payable at the Redemption Price and (c) the Notes
shall be void and all rights of the Holders in respect of the Notes shall terminate and lapse (other than the right to receive
the Redemption Price upon surrender of such Notes but without interest on such Redemption Price). Following the notice of a redemption,
neither the Company nor the Security Registrar shall be required to register the transfer of or exchange the Notes to be redeemed.
The redemption provisions of Sections 11.5 and 11.6 of the Base Indenture shall not apply to the Notes.


 


Section 3.5Redemption Procedures.


 


One Business Day prior to the Redemption
Date, the Company shall deposit with the Paying Agent immediately available funds in an amount sufficient to pay, on the Redemption
Date, the aggregate Redemption Price for Notes being redeemed. If the Company gives an irrevocable notice of redemption with respect
to the Notes pursuant to Section 3.2 hereof in connection with an optional redemption, and the Company has paid to the Paying Agent
the Redemption Price of the Notes to be redeemed, then, on the Redemption Date, the Paying Agent shall irrevocably deposit such
funds with the Depository. The Company shall also give the Depository irrevocable instructions and authority to pay the Redemption
Price in immediately available funds to the Holders of beneficial interests in the Global Notes. If any Redemption Date is not
a Business Day, then the Redemption Price shall be payable on the next Business Day (and without any interest or other payment
in respect of any such delay). Interest to be paid on or before the Redemption Date for any Notes called for redemption shall be
payable to the Holders on the Regular Record Date for the related Interest Payment Dates. If any Notes called for redemption are
not so paid upon surrender thereof for redemption, the Redemption Price shall, until paid, bear interest from the Redemption Date
at the Coupon Rate. In exchange for the unredeemed portion of such surrendered Notes, new Notes in an aggregate principal amount
equal to the unredeemed portion of such surrendered Notes shall be issued.


 


A notice of redemption may set forth one
or more conditions precedent to redemption. Any such notice of redemption shall state that, in the Company’s discretion,
the Redemption



    	-13-



    		 



    

Date may be delayed until such time as any
or all such conditions precedent to redemption shall be satisfied, or such redemption may not occur, and, in the event that any
or all such conditions shall not have been satisfied by the Redemption Date, or the Redemption Date as so delayed, such notice
of redemption may be rescinded by the Company.


 


Section 3.6No Other Redemption.


 


Except as set forth in this ARTICLE 3, the
Notes shall not be redeemable by the Company prior to the Maturity Date.


 


ARTICLE 4



FORM OF NOTE


 


Section 4.1Form of Note.


 


The Notes and the Authenticating Agent’s
Certificate of Authentication to be endorsed thereon are to be substantially in the forms attached as Exhibit A hereto, with such
changes therein as the officers of the Company executing the Notes (by manual or facsimile signature) may approve, such approval
to be conclusively evidenced by their execution thereof.


 


Section 4.2Restrictive Legends.


 


Each Global Note shall bear the “Global
Securities Legend” set forth in Exhibit A hereto. Each Regulation S Temporary Global Note shall bear the “Legend for
Regulation S Temporary Global Note” set forth in Exhibit A hereto. Unless and until the Trustee receives an Opinion of Counsel,
subject to customary assumptions and exclusions, reasonably satisfactory to the Company and the Trustee to the effect that neither
such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities
Act, each Global Note shall bear the “Restricted Securities Legend” set forth in Exhibit A hereto and each Regulation
S Temporary Global Note and Regulation S Permanent Global Note shall bear the “Additional Restricted Securities Legend for
Securities Offered in Reliance on Regulation S” set forth in Exhibit A hereto. Certificated securities shall bear the “Definitive
Securities Legend” set forth in Exhibit A hereto.


 


ARTICLE 5



COVENANTS


 


In addition to the covenants set forth in
Article 10 of the Base Indenture, the following covenants shall apply to any Outstanding Notes:


 


Section 5.1Reports.


 


(a)Whether or not required by the rules
and regulations of the Commission and in lieu of Section 7.4 of the Base Indenture, so long as any Notes are Outstanding, the Company
shall furnish to the Holders or cause the Trustee to furnish to the Holders, within 30 days after the Company is required to file
the same with the Commission:



    	-14-



    		 



    

(i)all quarterly and annual
reports that the Company is required to file, or would be required to file with the Commission, on Forms 10-Q and 10-K if the Company
were required to file such reports; and


 


(ii)all current reports that
the Company is required to file, or would be required to file with the Commission, on Form 8-K if the Company were required to
file such reports;


 


provided that any such above information or reports filed
with the EDGAR system of the Commission (or any successor system) and available publicly on the Internet shall be deemed to be
furnished to the Holders of Notes.


 


(b)All such reports shall be prepared
in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on
Form 10-K shall include a report on the Company’s consolidated financial statements by the Company’s independent registered
public accounting firm. In addition, whether or not required by the Commission, the Company shall file a copy of all of the reports
referred to in Section 5.1(a)(i) and (ii) with the Commission for public availability within the time periods specified in the
Commission’s rules and regulations applicable to such reports for the status of the filer that the Company would otherwise
be if it were required to file reports with the Commission, subject to extension as set forth in Rule 12b-25(b)(ii) under the Exchange
Act (or any successor provision) (unless the Commission shall not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company agrees that it shall not take any action that would cause
the Commission not to accept such filings. If, notwithstanding the foregoing, the Commission will not accept such filings for any
reason, the Company will post the reports specified in Section 5.1(a) hereof on its publicly accessible website within the time
periods that would apply if the Company were required to file those reports with the Commission.


 


(c)If, and so long as, all of the Capital
Stock of the Company is beneficially owned, directly or indirectly, by a Person (the “Parent”) (i) whose corporate
family and corporate credit ratings are Investment Grade Ratings and (ii) that files reports with the Commission under Section
13(a) or 15(d) of the Exchange Act, the requirements in Section 5.1(a) shall be deemed satisfied by the filing by such Parent of
the reports specified in Section 5.1(a) hereof within the time periods specified therein.


 


(d)If at any time the Company is not
subject to Section 13 or Section 15(d) of the Exchange Act, and to the extent not satisfied by Section 5.1(a), the Company shall
furnish to the Holders, securities analysts and prospective investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.



    	-15-



    		 



    

ARTICLE 6



ADDITIONAL PROVISIONS


 


Section 6.1Additional Events of Default.


 


In addition to the Events of Default set
forth in Article 5 of the Base Indenture, each of the following shall be deemed an Event of Default under Section 5.1 of the Base
Indenture in respect of any Outstanding Notes:


 


(a)failure for 3 business days
by the Company to comply with Section 3.3 hereof; and


 


(b)failure by the Company for
60 days after written notice to the Company by the Trustee or the Holders of at least 25% of aggregate principal amount of the
Notes then Outstanding to comply with Section 5.1 hereof.


 


Section 6.2Additional Covenant Defeasance.


 


Article 4 of the Base Indenture shall apply
in respect of any Outstanding Notes; provided that subject to the conditions set forth under Section 4.2(3) of the Base
Indenture, the Company may, at its option and at any time, elect to have the Obligations of the Company released with respect to
Section 3.3 and Section 5.1 hereof in connection with the Covenant Defeasance as provided under Section 4.2(2) of the Base Indenture.
In the event such Covenant Defeasance occurs, the events set forth under Section 6.1 hereof shall no longer constitute an Event
of Default with respect to the Notes.


 


Section 6.3Additional Amendments
and Waivers.


 


(a)Article 9 of the Base Indenture shall
apply in respect of any Outstanding Notes; provided that, notwithstanding anything to the contrary in the Base Indenture
and the Supplemental Indenture, any amendment or waiver of Section 3.3 hereof shall not be deemed an amendment or waiver of the
redemption provisions applicable to the Notes.


 


(b)As applied to the Notes, Section 9.3(6)
of the Base Indenture shall be amended and restated in its entirety as follows:


 


“(6) to conform the text of
this Indenture, any supplemental indenture, if applicable, or the Securities to any provision set forth under the heading “Description
of New Notes” in an offering memorandum applicable to the Securities.”


 


(c)As applied to the Notes, the second
paragraph of Section 3.12 of the Base Indenture shall be amended and restated in its entirety as follows:


 


“With respect to any Additional
Securities, the Company shall set forth in an Officer’s Certificate or Company Order, a copy of each which shall be delivered
to the Trustee or established in one or more indentures supplemental thereto, the following information:



    	-16-



    		 



    

(1)the aggregate principal amount
of such Additional Securities to be authenticated and delivered pursuant to this Indenture; and


 


(2)the issue price, the issue
date and the CUSIP number of such Additional Securities.


 


ARTICLE 7



MISCELLANEOUS


 


Section 7.1Ratification of Indenture.


 


The Base Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of this
Indenture in the manner and to the extent herein and therein provided.


 


Section 7.2No Personal Liability
of Directors, Officers, Employees and Stockholders.


 


No director, officer, employee, incorporator
or stockholder of the Company, as such, will have any liability for any Obligation of the Company under the Notes or this Indenture
or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


Section 7.3Trustee and Agent Not
Responsible for Recitals.


 


The recitals herein contained are made by
the Company and not by the Trustee or Agent, and the Trustee and Agent assume no responsibility for the correctness thereof. The
Trustee and Agent make no representation as to the validity or sufficiency of this Supplemental Indenture.


 


Section 7.4New York Law To Govern.


 


THIS SUPPLEMENTAL INDENTURE AND EACH NOTE
SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.


 


Section 7.5Separability.


 


In case any one or more of the provisions
contained in this Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in
any respect, then, to the extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions
of this Supplemental Indenture or of the Notes, but this Supplemental Indenture and the Notes shall be construed as if such invalid
or illegal or unenforceable provision had never been contained herein or therein.



    	-17-



    		 



    

Section 7.6Counterparts.


 


This Supplemental Indenture may be executed
in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the
same instrument. Delivery of an executed counterpart of this Supplemental Indenture by telefacsimile or by any electronic imaging,
electronic mail or other similar means shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.


 


[Signature pages follow]



    	-18-



    	



    


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, as of the day and year first written above.


 





 





	 	Wilmington Trust, National Association,
 as Trustee
	 	 	 	 
	 	By: 	/s/ Shawn Goffinet
	 	 	Name:  	Shawn Goffinet
	 	 	Title:	Assistant Vice President








    	 



    	



    



	 	Deutsche Bank Trust Company Americas,
	 	as Paying Agent, Security Registrar and
	 	Authenticating Agent
	 	 
	 	By: 	Deutsche Bank National Trust Company
	 	 	 
	 	By:	/s/ Chris Niesz
	 		Name:  	Chris Niesz
	 	 	Title:	Assistant Vice President
	 	 	 	 
	 	By:	/s/ Kathryn Fischer
	 		Name:  	Kathryn Fischer
	 	 	Title:	Assistant Vice President





 


[Sixth Supplemental Indenture]



    	 



    	



    



	 	CIT Group Inc.
	 	 
	 	By: 	/s/ Kenneth A. Brause
	 		Name: 	Kenneth A. Brause
	 	 	Title:  	Executive Vice President and Treasurer





 


[Sixth Supplemental Indenture]



    	 



    	



    

EXHIBIT A


 


[FORM OF FACE OF SECURITY]


 


[Global Securities Legend]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK,
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.


 


[Restricted Securities
Legend]


 


THE SECURITY (OR ITS PREDECESSOR) EVIDENCED
HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE
THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM



    	Exhibit A-1



    	



    




REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER
(IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY
OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.


 


[Additional Restricted Securities Legend
for Securities Offered in Reliance on Regulation S]


 


THIS SECURITY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES
ACT.


 


[Legend for Regulation S Temporary Global
Note]


 


THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR
TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN
(1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE
FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED
AS USED IN REGULATION S UNDER THE SECURITIES ACT.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL
NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED
FOR AN INTEREST IN ANOTHER NOTE.


 


[Definitive Securities
Legend]


 


IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



    	Exhibit A-2



    	



    


CUSIP No. [         ]

ISIN No. [             ]


 


	No. ________	$__________




 


5.000% Senior Unsecured Notes due 2018 (the
“Notes”)


 


CIT GROUP INC., a Delaware corporation, promises
to pay to Cede & Co., or registered assigns, the principal sum of $[                   ] Dollars on May 15, 2018.


 


Interest Payment Dates: May 15 and November
15.


 


Record Dates: May 1 and November 1.



    	Exhibit A-3



    	



    


Additional provisions of this Note are set
forth on the other side of this Note.


 


Dated:


 


	 	CIT GROUP INC.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 


	Attest: 	 	 
	 	Name:
	 	Title:




    	Exhibit A-4



    	



    


CERTIFICATE OF AUTHENTICATION


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


as Authenticating Agent


 


By: Deutsche Bank National
Trust Company


 


	by	 	 
	 	Authorized Signatory	 




    	Exhibit A-5



    	



    


[FORM OF REVERSE SIDE OF SECURITY]


 


		1.	Interest



 


CIT GROUP INC., a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”),
promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Company shall pay interest
semiannually on May 15 and November 15 of each year, commencing May 15, 2017. Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


		2.	Method of Payment



 


The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered holders of Notes at the close of business on the May 1 and November
1 next preceding the interest payment date even if Notes are canceled after the record date and on or before the interest payment
date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest
in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in
respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer
of immediately available funds to the accounts specified by The Depository Trust Company. The Company shall make all payments in
respect of a certificated Note (including principal, premium, if any, and interest) by mailing a check to the registered address
of each Holder thereof; provided, however , that payments on a certificated Note shall be made by wire transfer to
a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by
giving written notice to the Paying Agent to such effect designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as Deutsche Bank Trust Company Americas (the “Agent”) may
accept in its discretion).


 


		3.	Paving Agent and Security Registrar



 


Initially, the Agent shall act as Paying
Agent and Security Registrar. The Company may appoint and change any Paying Agent, Security Registrar or co-registrar without notice.
The Company or any wholly owned Subsidiary may act as Paying Agent, Security Registrar or co-registrar.


 


		4.	Indenture



 


The Company issued the Notes under an Indenture
(the “Base Indenture”) dated as of March 15, 2012 and a Sixth Supplemental Indenture (the “Supplemental
Indenture” and together with the Base Indenture, the “Indenture”) dated as of December 23, 2016, among
the Company, the Trustee and the Agent. The terms of the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the
Indenture (the “Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto
in the Indenture. The



    	Exhibit A-6



    	



    


Notes are subject to all such terms, and Holders
are referred to the Indenture and the Act for a statement of those terms.


 


The Notes are unsecured obligations of the
Company. The Company shall be entitled to issue Additional Securities pursuant to Section 3.12 of the Base Indenture. The Notes
issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes under the Indenture.


 


		5.	Optional Redemption



 


(a)At any time prior to May 15, 2017,
the Company may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice to each holder of
Notes, at a redemption price equal to the greater of:


 


(1)100.50% of the aggregate
principal amount of the Notes redeemed, and


 


(2)the sum of the present values
of (a) the redemption price of 100.50% of the aggregate principal amount of the Notes that would be payable if the Notes were redeemed
on May 15, 2017 and (b) all required interest payments due on such Notes through May 15, 2017 (exclusive of interest accrued to
the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Yield plus 50 basis points;


 


plus, in either case, accrued and unpaid interest to the date
of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on a relevant Interest
Payment Date.


 


(b)At any time on or after May 15, 2017,
the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’
notice to each holder of Notes, at a redemption price equal to 100.50% of the aggregate principal amount of Notes redeemed, plus
accrued and unpaid interest, to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date
to receive interest due on a relevant Interest Payment Date.


 


(c)In addition to the Company’s
right to redeem Notes as set forth in Section 3.2 of the Supplemental Indenture, the Company may at any time and from time to time
purchase Notes in open market transactions, tender offers or otherwise.


 


		6.	Notice of Redemption



 


If less than all of the Notes are to be redeemed
at any time, the Notes shall be redeemed on a pro rata basis in accordance with Section 11.3 of the Base Indenture.


 


Any redemption of Notes pursuant to Section
3.2 of the Supplemental Indenture that is in part processed through DTC shall be treated in accordance with the rules and procedures
of DTC as a “Pro Rata Pass-Through Distribution of Principal” (as defined under such rules and procedures). Except
to the extent modified by the Supplemental Indenture, the provisions of Article



    	Exhibit A-7



    	



    


11 of the Base Indenture shall apply to redemptions
of Notes pursuant to Section 3.2 of the Supplemental Indenture.


 


A notice of redemption may set forth one
or more conditions precedent to redemption. Any such notice of redemption shall state that, in the Company’s discretion,
the Redemption Date may be delayed until such time as any or all such conditions precedent to redemption shall be satisfied, or
such redemption may not occur, and, in the event that any or all such conditions shall not have been satisfied by the Redemption
Date, or the Redemption Date as so delayed, such notice of redemption may be rescinded by the Company.


 


		7.	Change of Control



 


Upon the occurrence of a Change of Control
Triggering Event, the Company will be obligated to make an offer to purchase and each Holder of Notes will have the right to require
the Company to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in principal amount
in excess thereof) of that Holder’s Notes on the terms set forth herein. In the Change of Control Offer, the Company will
offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes purchased plus accrued and unpaid
interest on the Notes purchased to the date of purchase, subject to the rights of Holders of Notes on the relevant record date
to receive interest due on the relevant Interest Payment Date.


 


		8.	Denominations; Transfer; Exchange



 


The Notes are in registered form without
coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Security Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Security Registrar
need not register the transfer of or exchange any Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed
or 15 days before an interest payment date.


 


		9.	Persons Deemed Owners



 


The registered Holder of this Note may be
treated as the owner of it for all purposes.


 


		10.	Discharge and Defeasance



 


Subject to certain conditions, the Company
at any time shall be entitled to terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Paying Agent Cash in U.S. dollars, non-callable Government Obligations, or a combination of Cash in U.S. dollars and non-callable
Government Obligations, in amounts as shall be sufficient, without consideration of any reinvestment of interest, to pay and discharge
the entire Indebtedness on the Notes not delivered to the Paying Agent for cancellation for principal, premium, if any, and accrued
interest to the date of maturity or redemption.



    	Exhibit A-8



    	



    


		11.	Defaults and Remedies



 


The Events of Default relating to the Notes
are defined in Section 5.1 of the Base Indenture and Section 6.1 of the Supplemental Indenture. Upon the occurrence of an Event
of Default, the rights and obligations of the Company and the Holders shall be as set forth in the Indenture.


 


		12.	No Recourse Against Others



 


No director, officer, employee, incorporator
or stockholder of the Company, as such, will have any liability for any obligations of the Company under the Notes or the Indenture
or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.


 


		13.	Authentication



 


This Note shall not be valid until an authorized
signatory of the Authenticating Agent manually signs the certificate of authentication on the other side of this Note.


 


		14.	Abbreviations



 


Customary abbreviations may be used in the
name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).


 


		15.	CUSIP Numbers



 


The Company has caused CUSIP numbers to be
printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption
and reliance may be placed only on the other identification numbers placed thereon.


 


		16.	Governing Law



 


THIS NOTE SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.



    	Exhibit A-9



    	



    


ASSIGNMENT FORM


 


	To assign this Note, fill in the form below:

	 
	I or we assign and transfer this Note to







(Print or type assignee’s name, address and
zip code)


 


(Insert assignee’s sec. sec. or tax
I.D. No.)


 


and irrevocably appoint ____________________________________
agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	Sign
exactly as your name appears on the other side of this Security.






    	Exhibit A-10



    	



    


CERTIFICATE TO BE DELIVERED UPON EXCHANGE
OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES


 


This certificate relates to $_________
principal amount of Notes held in definitive form by the undersigned.


 


The undersigned has requested the Trustee
by written order to exchange or register the transfer of a Note or Notes.


 


In connection with any transfer of any
of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144 under the Securities
Act or the Restricted Period, as applicable, the undersigned confirms that such Notes are being transferred in accordance with
its terms:


 


CHECK ONE BOX BELOW


 


	 	o	(1)	to the Company;
                                         or
	 	 	 	 
		o	(2)	to
                                         the Security Registrar for registration in the name of the Holder, without transfer;
                                         or
	 	 	 	 
		o	(3)	pursuant to an
                                         effective registration statement under the Securities Act of 1933; or
	 	 	 	 
		o	(4)	inside the United
                                         States to a “qualified institutional buyer” (as defined in Rule 144A under
                                         the Securities Act of 1933) that purchases for its own account or for the account of
                                         a qualified institutional buyer to whom notice is given that such transfer is being made
                                         in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under
                                         the Securities Act of 1933; or
	 	 	 	 
		o	(5)	outside
                                         the United States in an offshore transaction within the meaning of Regulation S under
                                         the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
	 	 	 	 
		o	(6)	to an institutional
                                         “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under
                                         the Securities Act of 1933) that has furnished to the Trustee a signed letter containing
                                         certain representations and agreements; or
	 	 	 	 
		o	(7)	pursuant
                                         to another available exemption from registration provided by Rule 144 under the Securities
                                         Act of 1933.




    	Exhibit A-11



    	



    


Unless one of the boxes
is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other
than the registered holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Trustee may require,
prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has
reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933.


 


 


			Your Signature



 


Signature Guarantee:


 





	Date:	         	 	 
	Signature must be guaranteed	 	Signature of Signature Guarantee
	by a participant in a recognized	  	 
	signature guaranty medallion	 	 
	program or other signature	 	 
	guarantor acceptable to the	 	 
	Trustee	 	 






 


 


TO BE COMPLETED BY PURCHASER IF (4) ABOVE
IS CHECKED.


 


The undersigned represents
and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under
the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations
in order to claim the exemption from registration provided by Rule 144A.


 





	Date:	 	 	 
	 	 	NOTICE: To be executed by an executive officer







    	Exhibit A-12



    	



    


[TO BE ATTACHED TO GLOBAL SECURITIES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE


 


The following increases or decreases in this Global Note have
been made:


 


	Date of
 Exchange  	 	Amount of decrease 

in Principal amount of this Global
 Security  	 	Amount of increase 

in Principal amount 

of this Global
 Security  	 	Principal amount of

 this Global Note 

following such
 decrease or
 increase  	 	Signature of
 authorized officer of
 Trustee or Securities
 Custodian  
	 	 	 	 	 	 	 	 	 





    	Exhibit A-13



    	



    


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security
purchased by the Company pursuant to Section 3.3 of the Supplemental Indenture, check the box:  o


 


If you want to elect to have only part of
this Security purchased by the Company pursuant to Section 3.3 of the Supplemental Indenture, state the amount in principal amount:
$________


 


	Date:	 	 	Your Signature:	 
	 	 	 	 	Sign exactly as your name appears on the other side of this Security.



 


	Signature Guarantee:	 	 
	 	(Signature must be guaranteed)	 







 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United
States Securities Exchange Act of 1934, as amended.


    	Exhibit A-14